As filed with the Securities and Exchange Commission on November 13, 2008 Registration Statement No.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______ Form S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______ CAE INC. (Exact name of registrant as specified in its charter) Canada Not Applicable (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) |
8585 Côte-de-Liesse
Saint-Laurent, Québec
Canada, H4T 1G6
(514) 341-6780
(Address and telephone number of Registrants principal executive offices)
CAE INC. EMPLOYEE STOCK OPTION PLAN (Full title of the Plans) |
CT Corporation System
111 8th Avenue, 13th Floor
New York, New York, 10011
(212) 894-8700
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act (check one).
x Large accelerated filer | ¨ Accelerated filer | ¨ Non-accelerated filer | ¨ Smaller reporting company | ||||||||||||
(do not check if a | |||||||||||||||
smaller reporting company) | |||||||||||||||
CALCULATION OF REGISTRATION FEE | |||||||||||||||
| |||||||||||||||
Title of | Amount | Proposed Maximum | Proposed Maximum | Amount of | |||||||||||
Securities to be | to be | Offering Price Per | Aggregate | Registration | |||||||||||
Registered | Registered(1) | Share | (2 | ) | Offering Price(2) | Fee | |||||||||
Common Shares, no par value | 2,000,000 | U.S.$ | 5.29 | U.S.$ | 10,580,000 | U.S.$ | 416.00 |
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement covers, in addition to the number of Common Shares stated above, such additional Common Shares to be offered or issued to prevent dilution as a result of future stock dividends or stock splits.
(2) Estimated pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee, based upon the average of the high and low prices for the Registrants Common Shares quoted on the New York Stock Exchange on November 11, 2008.
EXPLANATORY NOTE |
This Registration Statement on Form S-8 (this "Registration Statement") is filed by CAE Inc. (the Registrant) relating to the issuance of up to 2,000,000 common shares, without par value, in the capital of the Registrant (the Common Shares), deliverable upon exercise of stock options granted under the CAE Inc. Employee Stock Option Plan (the "Plan"), and are in addition to the Common Shares registered on the Registrants Registration Statement on Form S-8 filed on July 26, 2002 (Registration No. 333-97185) (the "Prior Registration Statement").
This Registration Statement relates to securities of the same class as those to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statement is incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART I |
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. | Plan Information.* | |
ITEM 2. | Registrant Information and Employee Annual Information.* |
* |
Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. |
PART II |
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 6. Indemnification of Directors and Officers.
Under the Canada Business Corporations Act (the CBCA), a corporation may indemnify a director or officer of the corporation or a person who acts or acted at the corporations request as a director or officer of a body corporate of which the corporation is or was a shareholder or creditor against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a director or officer of that corporation or body corporate, if (a) he or she acted honestly and in good faith with a view to the best interests of the corporation, and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful. Where that action is by or on behalf of the corporation or that body corporate, the approval of the court is also required.
In accordance with the CBCA, the By-laws of the Registrant provide that the Registrant shall indemnify a director or officer of the Registrant, a former director or officer of the Registrant or a person who acts or acted at the Registrants request, as a director or officer of another corporation of which the Registrant is or was a stockholder or creditor, and the heirs and legal representatives of such a person to the extent permitted under the CBCA.
A policy of directors and officers liability insurance is maintained by the Registrant which insures directors and officers of the Registrant for losses as a result of claims based upon their acts or omissions as directors and officers, including liabilities under the Securities Act of 1933, and also reimburses the Registrant for payments made pursuant to the indemnity provisions under the CBCA. The Registrant has entered into indemnity agreements with each of its board members.
ITEM 8. |
Exhibits. |
Unless otherwise indicated below as being incorporated by reference to another filing of the Registrant with the Commission, each of the following exhibits is filed herewith:
Exhibit No. | Exhibit Description | ||
4.1 | * | Registrants Articles of Amalgamation (incorporated by reference to Exhibit 4.1 of the Registrant's | |
Registration Statement on Form S-8 as filed on July 26, 2002, File No. 333-97185). | |||
4.2 | Registrants By-laws | ||
4.3 | Registrant's Amended and Restated Shareholder Rights Plan Agreement dated June 21, 2006. | ||
4.4 | CAE Inc. Employee Stock Option Plan (as Amended and Restated) | ||
5.1 | Opinion of Stikeman Elliot as to the Legality of the Common Shares. | ||
23.1 | Consent of Stikeman Elliot (contained in Exhibit 5.1). | ||
23.2 | Consent of PricewaterhouseCoopers LLP, Montreal, Quebec. | ||
24.1 | Power of Attorney (contained on signature page hereto). |
*Incorporated by reference |
SIGNATURES |
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Montreal, Province of Quebec, Country of Canada, on this 13th day of November, 2008.
CAE INC. | ||
By: /s/ Robert E. Brown | ||
Name: | Robert E. Brown | |
Title: | President and Chief Executive | |
Officer |
POWERS OF ATTORNEY |
Each person whose signature appears below constitutes and appoints each of Robert E. Brown and Hartland J. A. Paterson his or her true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by or on behalf of the following persons in the capacities and on the dates indicated:
Signature | Title | Date | ||
/s/ Brian E. Barents | Director | November 13, 2008 | ||
Brian E. Barents | ||||
/s/ Robert E. Brown | President and Chief Executive Officer | November 13, 2008 | ||
Robert E. Brown | and Director (Principal Executive | |||
Officer) | ||||
/s/ John A. (Ian) Craig | Director | November 13, 2008 | ||
John A. (Ian) Craig | ||||
/s/ H. Garfield Emerson | Director | November 13, 2008 | ||
H. Garfield Emerson, Q.C. | ||||
/s/ Anthony S. Fell | Director | November 13, 2008 | ||
Anthony S. Fell | ||||
/s/ Paul Gagné | Director | November 13, 2008 | ||
Paul Gagné | ||||
/s/ James F. Hankinson | Director | November 13, 2008 | ||
James F. Hankinson | ||||
/s/ E. Randolph (Randy) Jayne II | Director | November 13, 2008 | ||
E. Randolph (Randy) Jayne II | ||||
/s/ Robert Lacroix | Director | November 13, 2008 | ||
Robert Lacroix | ||||
/s/ Katharine B. Stevenson | Director | November 13, 2008 | ||
Katharine B. Stevenson | ||||
/s/ Lawrence N. Stevenson | Director | November 13, 2008 | ||
Lawrence N. Stevenson |
Signature | Title | Date | ||
/s/ Lynton R. Wilson | Chairman of the Board of Directors | November 13, 2008 | ||
Lynton R. Wilson | ||||
/s/ Antoine Auclair | Vice President and Corporate | November 13, 2008 | ||
Antoine Auclair | Controller (Principal Accounting | |||
Officer) | ||||
/s/ Alain Raquepas | Vice President, Finance and Chief | November 13, 2008 | ||
Alain Raquepas | Financial Officer (Principal Financial | |||
Officer) |
AUTHORIZED REPRESENTATIVE |
Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, as amended, the Authorized Representative has duly caused this Registration Statement to be signed on its behalf by the undersigned, solely in its capacity as the duly authorized representative of CAE Inc. in the United States, in the City of Montreal, Province of Quebec, Country of Canada, on this 13th day of November, 2008.
CAE (US) INC. | ||||
(Authorized U.S. Representative) | ||||
By: | /s/ Hartland Peterson | |||
Name: Hartland Paterson | ||||
Title: Secretary |